Orchestra BioMed (OBIO) - 2020 Q3 - Quarterly Report

PART I Financial Statements (Unaudited) This section presents the unaudited condensed financial statements for Health Sciences Acquisitions Corporation 2, detailing its formation, IPO activities, and financial position as of September 30, 2020 Unaudited Condensed Balance Sheet As of September 30, 2020, the company reported total assets of $162.2 million, primarily $160.0 million in Trust Account investments, with $5.7 million in liabilities and $151.5 million in temporary equity Condensed Balance Sheet as of September 30, 2020 | Category | Amount (USD) | | :--- | :--- | | Assets | | | Cash | $2,037,809 | | Investments held in Trust Account | $160,002,411 | | Total Assets | $162,200,347 | | Liabilities & Equity | | | Total Liabilities | $5,671,445 | | Ordinary shares subject to possible redemption | $151,528,900 | | Total Shareholders' Equity | $5,000,002 | | Total Liabilities and Shareholders' Equity | $162,200,347 | Unaudited Condensed Statements of Operations From inception to September 30, 2020, the company reported a net loss of $81,428, primarily due to $83,839 in administrative expenses, with no operating revenue Statement of Operations Highlights (Inception to Sep 30, 2020) | Item | Amount (USD) | | :--- | :--- | | General and administrative expenses | $83,839 | | Net gain from investments held in Trust Account | $2,411 | | Net Loss | ($81,428) | | Basic and diluted net loss per share, Public Shares | $0.00 | | Basic and diluted net loss per share, Founder Shares | ($0.02) | Unaudited Condensed Statement of Changes in Shareholders' Equity Shareholders' equity increased to $5.0 million by September 30, 2020, driven by $160.0 million IPO and $6.0 million private placement proceeds, offset by $9.4 million in offering costs and $151.5 million in temporary equity reclassification - Key equity movements include proceeds from the sale of 16,000,000 ordinary shares in the IPO and 450,000 shares in a private placement, less offering costs and the value of shares subject to redemption[14] Unaudited Condensed Statement of Cash Flows From inception to September 30, 2020, cash increased by $2.04 million, primarily from $162.3 million in financing activities, offset by $160.0 million in Trust Account investments and $0.25 million in operating activities Cash Flow Summary (Inception to Sep 30, 2020) | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($247,521) | | Net cash used in investing activities | ($160,000,000) | | Net cash provided by financing activities | $162,285,330 | | Net change in cash | $2,037,809 | Notes to Unaudited Condensed Financial Statements These notes detail the company's nature as a SPAC targeting healthcare innovation, its $160.0 million IPO and $6.0 million private placement on August 6, 2020, and its commitment to complete a business combination by August 6, 2022 - The company is a Cayman Islands entity formed on May 25, 2020, for the purpose of a Business Combination, with a focus on healthcare innovation[18] - On August 6, 2020, the company completed its IPO of 16,000,000 shares at $10.00 per share, raising gross proceeds of $160.0 million[20][58] - A simultaneous private placement of shares and warrants to the Sponsor generated an additional $6.0 million in gross proceeds[21][59] - The company must consummate a Business Combination by August 6, 2022, or liquidate and distribute Trust Account funds to public shareholders[29] Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's financial condition and results, highlighting its status as a blank check company with $160.0 million IPO proceeds, a $81,000 net loss, and $2.0 million in operating cash as of September 30, 2020 - The company, formed on May 25, 2020, is a blank check company focused on biopharma and medical technology sectors for a business combination[84] - From inception to September 30, 2020, the company incurred a net loss of approximately $81,000, primarily from general and administrative expenses[95] - As of September 30, 2020, the company had $2.0 million in operating cash and $2.1 million in working capital, deemed sufficient for the next year[90][92] - The Sponsor agreed to acquire an additional 2,500,000 shares for $25.0 million upon the closing of a business combination[104] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide disclosures regarding quantitative and qualitative market risk - As a smaller reporting company, the registrant is exempt from providing market risk disclosures under this item[113] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes to internal control over financial reporting during the quarter - Management concluded the company's disclosure controls and procedures were effective as of September 30, 2020[115] - No material changes occurred in the company's internal control over financial reporting during the quarter[117] PART II. OTHER INFORMATION Unregistered Sales of Equity Securities and Use of Proceeds This section details the use of $166.0 million in gross proceeds from the August 6, 2020 IPO and private placement, with $160.0 million deposited into the Trust Account Summary of IPO and Private Placement Proceeds | Source | Gross Proceeds | | :--- | :--- | | Initial Public Offering | $160.0 million | | Private Placement | $6.0 million | | Total Gross Proceeds | $166.0 million | Use of Proceeds | Use | Amount (USD) | | :--- | :--- | | Placed in Trust Account | $160.0 million | | Underwriting Discounts & Commissions | ~$3.2 million | | Other Formation & Offering Costs | ~$0.6 million | | Deferred Underwriting Commission | $5.6 million | Exhibits This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and interactive data files (XBRL) - The report includes certifications from the CEO and CFO pursuant to Sarbanes-Oxley Act rules[129] - Interactive Data Files (XBRL documents) are also filed as exhibits[129]